Companies Act 2006

[F1 Duty on companies U.K.

Textual Amendments

F1 Pt. 21A inserted (26.5.2015 for specified purposes, 6.4.2016 except for the insertion of ss. 790M(9)(c), 790W-790ZE and 30.6.2016 so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 1; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, regs. 4(a), 5(a)

790D Company's duty to investigate and obtain information U.K.

(1) A company to which this Part applies must take reasonable steps—

(a) to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company, and

(b) if so, to identify them.

(2) Without limiting subsection (1), a company to which this Part applies must give notice to anyone whom it knows or has reasonable cause to believe to be a registrable person or a registrable relevant legal entity in relation to it.

(3) The notice, if addressed to an individual, must require the addressee—

(a) to state whether or not he or she is a registrable person in relation to the company (within the meaning of this Part), and

(b) if so, to confirm or correct any particulars of his or hers that are included in the notice, and supply any that are missing.

(4) The notice, if addressed to a legal entity, must require the addressee—

(a) to state whether or not it is a registrable relevant legal entity in relation to the company (within the meaning of this Part), and

(b) if so, to confirm or correct any of its particulars that are included in the notice, and supply any that are missing.

(5) A company to which this Part applies may also give notice to a person under this section if it knows or has reasonable cause to believe that the person—

(a) knows the identity of someone who falls within subsection (6), or

(b) knows the identity of someone likely to have that knowledge.

(6) The persons who fall within this subsection are—

(a) any registrable person in relation to the company;

(b) any relevant legal entity in relation to the company;

(c) any entity which would be a relevant legal entity in relation to the company but for the fact that section 790C(6)(b) does not apply in respect of it.

(7) A notice under subsection (5) may require the addressee—

(a) to state whether or not the addressee knows the identity of—

(i) any person who falls within subsection (6), or

(ii) any person likely to have that knowledge, and

(b) if so, to supply any particulars of theirs that are within the addressee's knowledge, and state whether or not the particulars are being supplied with the knowledge of each of the persons concerned.

(8) A notice under this section must state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(9) The Secretary of State may by regulations make further provision about the giving of notices under this section, including the form and content of any such notices and the manner in which they must be given.

(10) Regulations under subsection (9) are subject to negative resolution procedure.

(11) A company is not required to take steps or give notice under this section with respect to a registrable person or registrable relevant legal entity if—

(a) the company has already been informed of the person's status as a registrable person or registrable relevant legal entity in relation to it, and been supplied with all the particulars, and

(b) in the case of a registrable person, the information and particulars were provided either by the person concerned or with his or her knowledge.

(12) A person to whom a notice under subsection (5) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(13) In this section—

(a) a reference to knowing the identity of a person includes knowing information from which that person can be identified, and

(b) “ particulars ” means—

(i) in the case of a registrable person or a registrable relevant legal entity, the required particulars (see section 790K), and

(ii) in any other case, any particulars that will allow the person to be contacted by the company.

790E Company's duty to keep information up-to-date U.K.

(1) This section applies if particulars of a registrable person or registrable relevant legal entity are stated in a company's PSC register.

(2) The company must give notice to the person or entity if the company knows or has reasonable cause to believe that a relevant change has occurred.

(3) In the case of a registrable person, a “relevant change” occurs if—

(a) the person ceases to be a registrable person in relation to the company, or

(b) any other change occurs as a result of which the particulars stated for the person in the PSC register are incorrect or incomplete.

(4) In the case of a registrable relevant legal entity, a “relevant change” occurs if—

(a) the entity ceases to be a registrable relevant legal entity in relation to the company, or

(b) any other change occurs as a result of which the particulars stated for the entity in the PSC register are incorrect or incomplete.

(5) The company must give the notice as soon as reasonably practicable after it learns of the change or first has reasonable cause to believe that the change has occurred.

(6) The notice must require the addressee—

(a) to confirm whether or not the change has occurred, and

(b) if so—

(i) to state the date of the change, and

(ii) to confirm or correct the particulars included in the notice, and supply any that are missing from the notice.

(7) Subsections (8) to (10) of section 790D apply to notices under this section as to notices under that section.

(8) A company is not required to give notice under this section if—

(a) the company has already been informed of the relevant change, and

(b) in the case of a registrable person, that information was provided either by the person concerned or with his or her knowledge.

790F Failure by company to comply with information duties U.K.

(1) If a company fails to comply with a duty under section 790D or 790E to take steps or give notice, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(2) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).]